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DOCUMENT TITLE:  AGREEMENT AND PLAN OF REORGANIZATION .
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Clause Heading
1.1 - The Merger.
1.2 - The Closing; Effective Time; Effect.
1.3 - Exchange of Securities.
1.4 - Earn-Out Shares.
(a) - Share Price Earn-Out Shares.
1.5 - Sponsor Earn-Out Shares.
(b) - EBITDA Earn-Out Shares.
(a) - Surrender of Certificates.
(b) - Fractional Shares.
(c) - Transfer Books; No Further Ownership Rights in the Chaparral Common Stock.
(d) - Withholding Taxes.
1.7 - Certificate of Incorporation and Governing Documents.
1.8 - Directors and Officers.
1.9 - Certain Adjustments to Parent Capitalization.
1.10 - Other Effects of the Merger.
1.11 - Additional Actions.
1.12 - Tax-Free Reorganization.
ARTICLE II - REPRESENTATIONS AND WARRANTIES OF CHAPARRAL
2.1 - Due Organization and Good Standing.
2.2 - Capitalization.
2.5 - Governmental Approvals.
2.9 - Absence of Undisclosed Liabilities.
(b) - There are no:
2.3 - Subsidiaries.
2.4 - Authorization; Binding Agreement.
2.6 - No Violations or Conflicts.
2.7 - Chaparral Financial Statements.
2.8 - Absence of Certain Changes.
2.10 - Compliance with Laws.
2.11 - Regulatory Agreements; Permits.
(a) - There are no:
2.17 - Taxes and Returns.
2.18 - Finders and Investment Bankers.
2.19 - Title to Properties; Assets.
2.12 - Litigation.
2.13 - Restrictions on Business Activities.
2.14 - Material Contracts.
2.15 - Intellectual Property.
2.16 - Employee Benefit Plans.
(r) - Oil and Gas Operations.
(s) - Hydrocarbon Sales and Purchase Agreements.
2.20 - Employee Matters.
2.21 - Environmental Matters.
2.22 - Transactions with Affiliates.
2.23 - Insurance.
2.24 - Books and Records.
2.25 - Bankruptcy.
2.26 - Information Supplied.
2.27 - Illegal Payments.
2.28 - Notes and Accounts Receivable.
2.29 - Money Laundering Laws.
2.30 - Antitakeover Statutes.
2.31 - Suppliers.
2.32 - Negotiations.
2.33 - Reserve Reports.
2.34 - Chaparral SEC Filings.
ARTICLE III - REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB
3.1 - Due Organization and Good Standing.
3.2 - Capitalization of Parent.
3.3 - Merger Sub.
3.4 - Authorization; Binding Agreement.
3.5 - Governmental Approvals.
3.6 - No Violations.
3.8 - Absence of Undisclosed Liabilities.
3.7 - SEC Filings and Parent Financial Statements.
3.9 - Compliance with Laws.
3.10 - Regulatory Agreements; Permits; Qualifications.
3.11 - Absence of Certain Changes.
3.12 - Taxes and Returns.
3.13 - Restrictions on Business Activities.
3.14 - Employee Benefit Plans.
3.15 - Employee Matters.
3.16 - Material Contracts.
3.17 - Litigation.
3.18 - Transactions with Affiliates.
3.19 - Investment Company Act.
3.20 - Books and Records.
3.21 - Finders and Investment Bankers.
3.22 - Information Supplied.
3.23 - Trust Fund.
3.24 - Intellectual Property.
3.25 - Real Property.
3.26 - Environmental Matters.
3.27 - Insurance.
3.28 - Bankruptcy.
3.29 - NYSE Amex Quotation.
3.30 - Registration of Parent Common Stock, Units and Warrants.
4.1 - Conduct of Business of Chaparral.
4.2 - Access and Information; Confidentiality.
(b) - Intentionally Omitted.
4.3 - No Solicitation.
4.5 - Stockholder Litigation.
4.6 - Conduct of Business of Parent.
4.7 - Market Standoff Agreement.
5.1 - Notification of Certain Matters.
5.2 - Commercially Reasonable Efforts.
(a) - Indemnification by Chaparral.
(b) - Indemnification by Parent.
(c) - Indemnification Procedures.
(d) - Insurance Effect.
(e) - Exclusive Remedy.
(f) - Limitations on Indemnification.
5.4 - Public Announcements.
5.5 - Public Filings.
5.6 - Reservation of Stock.
5.7 - Stockholder Meeting and Warrantholder Meeting; Proxy.
5.8 - Directors and Officers of Parent; Consultants.
5.9 - Hart-Scott-Rodino Filing.
5.10 - Use and Disbursement of Trust Fund.
5.11 - Tax Treatment.
5.12 - New York Office.
5.13 - Change of Parent Year-End.
5.14 - Merger of Surviving Company into Parent.
5.15 - Indemnification of Directors and Officers.
6.1 - Conditions to Each Partys Obligations.
(a) - Parent Stockholder Approval.
(b) - Warrantholder Proposal and Warrant Restructure.
(c) - Antitrust Laws.
(d) - Requisite Regulatory Approvals and Consents.
(e) - No Law or Order.
(f) - Updating of Disclosure Schedules.
(g) - Litigation.
(h) - Incentive Plan.
(i) - Amended and Restated Bylaws.
(j) - Continuing Directors.
(k) - Revolving Credit Facility and ISDA Agreements.
(l) - Employment Agreements.
(m) - Indemnification Agreements.
(n) - Listing on NYSEA.
6.2 - Conditions to Obligations of Parent and Merger Sub.
(a) - Representations and Warranties.
(b) - Agreements and Covenants.
(c) - Officer Certificate.
(d) - Secretarys Certificate.
(e) - Material Adverse Effect.
(f) - Chaparral Stock Certificates.
(g) - Legal Opinion.
(h) - Lock Up Agreements.
(i) - Fairness Opinion.
(j) - Chaparral Financials.
(k) - Indemnification Escrow Agreement.
6.3 - Conditions to Obligations of Chaparral.
(f) - Legal Opinion.
(g) - Amount in Trust.
(h) - Restructuring and Redemption of URI and Sponsor Warrants.
(i) - Termination of Parent Affiliate Transactions.
(j) - Resignation of Parent Officers and Directors.
(k) - No Change in Parent Capitalization.
(l) - Amendment to Securities Escrow Agreement.
(m) - Parent Financials.
(n) - Amendment to Registration Rights Agreement.
6.4 - Frustration of Conditions.
7.1 - Termination.
7.2 - Effect of Termination.
7.3 - Fees and Expenses.
7.4 - Amendment.
7.5 - Waiver.
8.1 - Trust Fund Waiver.
9.1 - Survival.
9.2 - Notices.
9.3 - Binding Effect; Assignment.
9.4 - Governing Law; Jurisdiction.
9.5 - Waiver of Jury Trial.
9.6 - Counterparts.
9.7 - Interpretation.
9.8 - Entire Agreement.
9.9 - Severability.
9.10 - Specific Performance.
9.11 - Third Parties.
9.12 - Headings.
1 - The name of the Corporation is United Refining Energy Corp.
A - Preferred Stock.
B - Common Stock.
1 - Purpose of the Plan.
2 - Definitions.
a - General.
b - Committee Authority.
c - Delegation.
d - Indemnification.
a - Shares Available.
b - Sources of Shares Deliverable Under Awards.
c - Adjustments.
5 - Eligibility.
a - Options.
ii - Time and Method of Exercise.
b - Restricted Stock.
i - Dividends.
ii - Registration.
v - Limits.
c - Performance Awards.
i - Terms and Conditions.
ii - Payment of Performance Awards.
d - Bonus Shares.
e - Phantom Shares.
ii - Limits.
f - Cash Awards.
g - Other Stock-Based Awards.
i - Limits on Transfer of Awards.
ii - Term of Awards.
v - Delivery of Shares or other Securities upon Payment by Participant of Consideration.
7 - Amendment and Termination.
a - Amendments to the Plan.
b - Amendments to Awards.
c - Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.
d - Unilateral Amendments.
8 - Change in Control.
a - No Rights to Awards.
b - Withholding.
c - No Right to Employment.
d - Governing Law.
e - Severability.
f - Other Laws.
g - Unfunded Plan.
h - No Fractional Shares.
i - Substitute Awards.
j - Shareholder Agreements.
k - Gender, Tense and Headings.
l - No Guarantee of Tax Consequences.
10 - Effective Date of the Plan.
11 - Term of the Plan.
1 - Position and Duties.
2 - Term.
3 - Current Compensation Terms.
(a) - Salary and Bonus.
(b) - Long Term Equity Incentives.
(c) - Welfare Benefits.
(d) - Vacation/PTO.
4 - Place of Performance.
5 - Termination.
(a) - Definition of Cause.
(b) - Definition of Good Reason.
(ii) - Material reduction in base salary;
(a) - Without Cause or by Executive for Good Reason.
(b) - For Cause or by Executive without Good Reason.
(c) - Disability.
(d) - Death.
7 - Release.
8 - Non-Solicitation.
9 - Best Net Payment.
10 - Arbitration.
11 - Agreements Binding on Successors.
1 - Services by the Indemnitee.
2 - IndemnificationGeneral.
3 - Proceedings Other Than Proceedings by or in the Right of the Company.
4 - Proceedings by or in the Right of the Company.
5 - Indemnification for Expenses of a Party Who is Wholly or Partly Successful.
6 - Indemnification for Expenses as a Witness.
7 - Advancement of Expenses.
8 - Procedure for Determination of Entitlement to Indemnification.
9 - Presumptions and Effect of Certain Proceedings; Construction of Certain Phrases.
10 - Remedies of the Indemnitee.
11 - Defense of Certain Proceedings.
12 - Exception to Right of Indemnification or Advancement of Expenses.
13 - Contribution.
14 - Officer and Director Liability Insurance.
15 - Security.
16 - Settlement of Claims.
17 - Duration of Agreement.
18 - Remedies of the Company.
19 - Covenant Not to Sue, Limitation of Actions and Release of Claims.
20 - Limitation of Liability.
21 - Subrogation.
22 - No Multiple Recovery.
23 - Definitions.
24 - Non-Exclusivity.
25 - Remedies Not Exclusive.
26 - Changes in Law.
27 - Interpretation of Agreement.
28 - Severability.
29 - Governing Law; Jurisdiction and Venue; Specific Performance.
30 - Nondisclosure of Payments.
31 - Notice by the Indemnitee.
32 - Notices.
33 - Modification and Waiver.
34 - Headings.
35 - Gender.
36 - Identical Counterparts.
a - Registered Office and Agent.
b - Other Offices.
c - Books and Records.
a - Annual Meetings.
b - Special Meetings.
c - Place of Meetings.
d - Notice of Meetings.
e - Voting List.
f - Quorum and Adjournment.
g - Adjourned Meetings.
h - Voting.
i - Proxies
j - Record Date.
k - Conduct of Meetings; Agenda
l - Inspectors of Election; Opening and Closing of Polls.
m - Procedures for Bringing Business before Annual Meetings.
a - Management.
b - Number.
c - Qualification.
d - Classes of Directors.
e - Election; Term of Office.
h - Nominations
i - Resignations.
j - Removal.
k - Vacancies.
l - Subject to Rights of Holders of Preferred Stock.
m - Compensation.
a - Place of Meetings.
b - Regular Meetings.
c - Special Meetings.
d - Quorum; Voting.
e - Conduct of Meetings.
f - Presumption of Assent.
g - Action Without Meeting.
h - Telephonic Meetings.
a - Executive Committee.
b - Other Committees.
c - Subcommittees.
d - Term .
e - Committee Changes; Removal.
f - Alternate Members.
g - Rules and Procedures.
h - Presumption of Assent.
i - Action Without Meeting.
j - Telephonic Meetings.
k - Resignations.
l - Limitations on Authority.
i - The officers of the Corporation shall include a Chief Executive Officer, a President, a Secretary and a Treasurer.
b - Election.
c - Removal.
d - Resignations.
e - Vacancies.
f - Salaries.
g - Executive Chairman of the Board.
h - Chief Executive Officer.
i - Chief Financial Officer.
j - President.
k - Vice Presidents.
l - Treasurer.
m - Assistant Treasurers.
n - Secretary.
o - Assistant Secretaries.
a - Capital Stock; Share Certificates.
b - Signatures on Certificates.
c - Legends.
d - Lost, Stolen or Destroyed Certificates.
e - Registration and Transfer of Shares.
f - Registered Stockholders.
g - Regulations.
h - Stock Options, Warrants, etc.
a - Third Party Actions.
b - Actions By or in the Right of the Corporation.
c - Determination.
d - Expenses.
e - Non-exclusivity.
f - Enforceability.
g - Insurance.
h - Survival.
i - Amendment.
j - Definitions.
a - Methods of Giving Notices.
b - Waiver of Notice.
a - Dividends.
b - Reserves.
c - Signatory Authority on Accounts.
d - Corporate Contracts and Instruments.
e - Attestation.
f - Securities of Other Corporations.
g - Fiscal Year.
h - Seal.
i - Invalid Provisions.
j - Headings.
k - References/Gender/Number.
l - Amendments.